-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BzFADgJStn0p3FSfQ32MlHN53xZ0iJh8kji19PF0VFyZ6hQRyku9md8fwS4ITx28 kvHsI7LKvxW0GqjVUstiSw== 0000898430-97-003793.txt : 19970912 0000898430-97-003793.hdr.sgml : 19970912 ACCESSION NUMBER: 0000898430-97-003793 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970903 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19970903 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TIMES MIRROR CO /NEW/ CENTRAL INDEX KEY: 0000925260 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 954481525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13492 FILM NUMBER: 97674788 BUSINESS ADDRESS: STREET 1: TIMES MIRROR SQUARE STREET 2: 220 WEST FIRST STREET CITY: LOS ANGELES STATE: CA ZIP: 90053 BUSINESS PHONE: 2132373700 MAIL ADDRESS: STREET 1: TIMES MIRROR SQUARE STREET 2: 202 WEST 1ST ST CITY: LOS ANGELES STATE: CA ZIP: 90053 FORMER COMPANY: FORMER CONFORMED NAME: NEW TMC INC DATE OF NAME CHANGE: 19940613 8-K 1 FORM 8-K ============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): September 3, 1997 THE TIMES MIRROR COMPANY (Exact Name of Registrant as Specified in its Charter) Delaware 1-13492 95-4481525 (State or Other (Commission File Number) (IRS Employer Identification Jurisdiction of No.) Incorporation)
Times Mirror Square 90053 Los Angeles, California (Zip Code) (Address of Principal Executive Offices) Registrant's telephone number, including area code: (213) 237-3700 None (Former Name or Former Address, if Changed Since Last Report) =============================================================================== ITEM 5. OTHER EVENTS. On March 25, 1997, The Times Mirror Company (the "Company") filed a Registration Statement on Form S-3 (No. 333-23915) (the "Registration Statement"), as amended by Amendment No. 1 filed on June 26, 1997, relating to the registration under the Securities Act of 1933, as amended, of up to an initial aggregate offering price of $250 million of debt securities, convertible debt securities, exchangeable debt securities, preferred stock, convertible preferred stock, exchangeable preferred stock, common stock, warrants, stock purchase contracts and stock purchase units of the Company, which Registration Statement was declared effective on July 8, 1997. The Company has entered into an Indenture dated as of March 19, 1996 between the Company and Citibank, N.A., as trustee (the "Trustee"), pursuant to which the Company intends to issue debt securities registered pursuant to the Registration Statement. In order provide for the eligibility of the Trustee under the Trust Indenture Act of 1939, the Trustee has executed a Statement of Eligibility (a copy of such Statement of Eligibility and the exhibit thereto is attached hereto as Exhibit 25). ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. The following exhibit is filed with this report on Form 8-K: Exhibit No. Description - ----------- ----------- 25 Statement of Eligibility of Trustee on Form T-1. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE TIMES MIRROR COMPANY Date: September 3, 1997 By: /s/Thomas Unterman ------------------- Thomas Unterman Senior Vice President and Chief Financial Officer 3 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 25 Statement of Eligibility of Trustee on Form T-1. 4 EX-25 2 STATEMENT OF ELIGIBILITY OF TRUSTEE Registration No. 333-23915 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________ FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE Check if an application to determine eligibility of a Trustee pursuant to Section 305 (b)(2) X - ________________________ CITIBANK, N.A. (Exact name of trustee as specified in its charter) 13-5266470 (I.R.S. employer identification no.) 399 Park Avenue, New York, New York 10043 (Address of principal executive office) (Zip Code) _______________________ THE TIMES MIRROR COMPANY (Exact name of obligor as specified in its charter) Delaware 95-4481525 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) Times Mirror Square Los Angeles, California 90053 (Address of principal executive offices) (Zip Code) _________________________ Debt Securities (Title of the indenture securities) Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject.
Name Address ---- ------- Comptroller of the Currency Washington, D.C. Federal Reserve Bank of New York New York, NY 33 Liberty Street New York, NY Federal Deposit Insurance Corporation Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility. Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as exhibits hereto. Exhibit 1 - Copy of Articles of Association of the Trustee, as now in effect. (Exhibit 1 to T-1 to Registration Statement No. 2-79983) Exhibit 2 - Copy of certificate of authority of the Trustee to commence business. (Exhibit 2 to T-1 to Registration Statement No. 2-29577). Exhibit 3 - Copy of authorization of the Trustee to exercise corporate trust powers. (Exhibit 3 to T-1 to Registration Statement No. 2-55519) Exhibit 4 - Copy of existing By-Laws of the Trustee. (Exhibit 4 to T-1 to Registration Statement No. 33-34988) Exhibit 5 - Not applicable. Exhibit 6 - The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. (Exhibit 6 to T-1 to Registration Statement No. 33-19227.) Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A. (as of June 30, 1997 - attached) Exhibit 8 - Not applicable. Exhibit 9 - Not applicable. __________________ SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York and State of New York, on the 2nd day of September, 1997. CITIBANK, N.A. By /s/Carol Ng ----------------- Carol Ng Vice President Charter No. 1461 Comptroller of the Currency Northeastern District REPORT OF CONDITION CONSOLIDATING DOMESTIC AND FOREIGN SUBSIDIARIES OF CITIBANK, N.A. of New York in the State of New York, at the close of business on June 30, 1997, published in response to call made by Comptroller of the Currency, under Title 12, United States Code, Section 161. Charter Number 1461 Comptroller of the Currency Northeastern District.
ASSETS Thousands of dollars Cash and balances due from de- pository institutions: Noninterest-bearing balances and currency and coin ........... $ 7,129,000 Interest-bearing balances ............... 14,089,000 Held-to-maturity securities ............. 0 Available-for-sale securities ........... 32,578,000 Federal funds sold and securities purchased under agreements to resell ............ 10,072,000 Loans and lease financing receiv- ables: Loans and Leases, net of un- earned income .....$ 150,867,000 LESS: Allowance for loan and lease losses ..... 4,253,000 --------- Loans and leases, net of un- earned income, allowance, and reserve ..................... 146,614,000 Trading assets .......................... 27,966,000 Premises and fixed assets (includ- ing capitalized leases) ......... 3,576,000 Other real estate owned ................. 670,000 Investments in unconsolidated subsidiaries and associated com- panies .......................... 1,284,000 Customers' liability to this bank on acceptances outstanding ...... 2,146,000 Intangible assets ....................... 180,000 Other assets ............................ 8,193,000 ------------- TOTAL ASSETS ............................ $ 254,497,000 ============= LIABILITIES Deposits: In domestic offices ............. $ 36,303,000 Noninterest- bearing ............. $12,930,000 Interest- bearing .............. 23,373,000 In foreign offices, Edge and Agreement subsidiaries, and IBFs ............................ 142,390,000 Noninterest- bearing ............ 11,307,000 Interest- bearing ............ 131,083,000 ----------- Federal funds purchased and securities sold under agree- ments to repurchase ............. 7,627,000 Trading liabilities ..................... 22,259,000 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases): With a remaining maturity of one year or less .................... 8,826,000 With a remaining maturity of more than one year through three years ..................... 2,250,000 With a remaining maturity of more than three years ................ 1,656,000 Bank's liability on acceptances ex- ecuted and outstanding .......... 2,183,000 Subordinated notes and debentures .............................. 5,200,000 Other liabilities ....................... 8,663,000 ------------- TOTAL LIABILITIES ....................... $ 237,357,000 ============= EQUITY CAPITAL Perpetual preferred stock and related surplus ............. 0 Common stock ............................ $ 751,000 Surplus ................................. 7,340,000 Undivided profits and capital re- serves .......................... 8,949,000 Net unrealized holding gains (losses) on available-for-sale securities ...................... 743,000 Cumulative foreign currency translation adjustments ......... (643,000) ------------- TOTAL EQUITY CAPITAL .................... $ 17,140,000 ------------- TOTAL LIABILITIES, LIMITED- LIFE PREFERRED STOCK, AND EQUITY CAPITAL .................. $ 254,497,000 =============
I, Roger W. Trupin, Controller of the above- named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief. ROGER W. TRUPIN CONTROLLER We, the undersigned directors, attest to the correctness of this Report of Condition. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct. PAUL J. COLLINS JOHN S. REED WILLIAM R. RHODES DIRECTORS -----END PRIVACY-ENHANCED MESSAGE-----